공시 • Jul 06
DecisionPoint Systems Requests NYSE American LLC to File with the SEC an Application on Form 25 to Delist and Deregister the its Common Shares On July 5, 2024 (the ‘Closing Date’), Derby Merger Sub, Inc. (‘MergerCo’), a wholly owned subsidiary of Barcoding Derby Buyer, Inc. (‘Parent’), merged with and into DecisionPoint Systems, Inc. (the ‘Company’), with the Company continuing as the surviving corporation (the ‘Merger’), pursuant to the previously announced Agreement and Plan of Merger, dated April 30, 2024 (as it may be amended from time to time, the ‘Merger Agreement’), by and among the Company, MergerCo and Parent. As a result of the Merger, the Company became a wholly owned subsidiary of Parent. In connection with the consummation of the Merger, the Company notified the NYSE American LLC (the ‘NYSE American’) that trading of the Company Common Shares should be suspended and the Company Common Shares should be removed from listing. Trading of the Company Common Shares on the NYSE American was suspended prior to the open of the market on July 5, 2024. The Company also requested that the NYSE American file with the SEC an application on Form 25 to delist and deregister the Company Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’). Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act be suspended. New Risk • May 19
New minor risk - Earnings quality The company has large one-off items impacting its financial results. One-off items were 28% of the size of the rest of the company's trailing 12-month earnings before tax. This is considered a minor risk. One-off items are incomes or expenses that the company does not expect to repeat in future periods. Examples include profits from the sale of a business or expenses from a restructuring or legal settlements. If the company's reported statutory earnings include a large proportion of one-off items it means they may be an unreliable indicator of its true business performance as the earnings were skewed by these incomes or expenses. Currently, the following risks have been identified for the company: Minor Risks Large one-off items impacting financial results. Profit margins are more than 30% lower than last year (0.7% net profit margin). Shareholders have been diluted in the past year (3.6% increase in shares outstanding). Market cap is less than US$100m (US$77.1m market cap). Reported Earnings • May 16
First quarter 2024 earnings: EPS misses analyst expectations First quarter 2024 results: US$0.11 loss per share (down from US$0.12 profit in 1Q 2023). Revenue: US$25.6m (down 5.3% from 1Q 2023). Net loss: US$832.0k (down 196% from profit in 1Q 2023). Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates. Over the last 3 years on average, earnings per share has fallen by 4% per year but the company’s share price has increased by 35% per year, which means it is well ahead of earnings. Valuation Update With 7 Day Price Move • May 06
Investor sentiment improves as stock rises 24% After last week's 24% share price gain to US$10.01, the stock trades at a forward P/E ratio of 19x. Average forward P/E is 12x in the IT industry in the US. Total returns to shareholders of 118% over the past three years. 공시 • May 03
Barcoding, Inc. entered into a definitive agreement to acquire DecisionPoint Systems, Inc. (NYSEAM:DPSI) for $81.6 million. Barcoding, Inc. entered into a definitive agreement to acquire DecisionPoint Systems, Inc. (NYSEAM:DPSI) for $81.6 million on April 30, 2024. Under the terms of the agreement, DecisionPoint stockholders will receive $10.22 per share in cash. Barcoding Holdings, LLC, a portfolio company of Graham Partners will acquire DecisionPoint Systems in an all-cash transaction. Upon completion of the transaction, DecisionPoint will become a privately held company and its stock will no longer be publicly traded. The Company will continue to operate under the DecisionPoint Systems name and brand. If the agreement is terminated by DecisionPoint, it is required to pay termination fee of $2.6 million to Barcoding and if the merger agreement is terminated by Barcoding, it is required to pay termination fee of $5.2 million to DecisionPoint.
The transaction is currently expected to close in July 2024, subject to the approval of DecisionPoint stockholders, the absence of any statute, rule, regulation, order, or other legal or regulatory restraint which has the effect of preventing, prohibiting or rendering illegal the consummation of the Merger and the satisfaction of customary closing conditions. Closing of the transaction is not subject to a financing condition. DecisionPoint’s board of directors unanimously approved the merger agreement and recommended that stockholders vote in favor of the merger. Board of directors of Barcoding approved the transaction. Barcoding shareholders approved the transaction.
Craig-Hallum Capital Group LLC acted as finance advisor and delivered a fairness opinion to DecisionPoint’s board of directors with respect to the proposed transaction; and Donald E. Figliulo and Kevin L. Vold of Polsinelli PC and Cole Schotz P.C. are serving as legal counsel. R. Jeffrey Legath and Stephanie Haas of Dechert LLP is acting as legal counsel to Barcoding and its sponsor, Graham Partners. 공시 • Mar 26
Decisionpoint Systems, Inc. to Report Q4, 2023 Results on Apr 01, 2024 Decisionpoint Systems, Inc. announced that they will report Q4, 2023 results at 7:00 AM, US Eastern Standard Time on Apr 01, 2024 